"Paranormal Activity 3" secured the biggest horror opening of all time this weekend, grossing an estimated $54 million, according to studio estimates, and far surpassing expectations.

Producer Oren Peli's third installment in the ultra-low-budget franchise grossed as much as all other movies in this weekend's top 10 combined, and is the biggest October opening ever, beating "Jackass 3D's" $50.35 million in 2010.

All that on a budget of $5 million. (Oh yeah, Paramount is already talking about another sequel.)

But while Paramount's "Paranormal" exceeded expectations, the other movies that opened wide this weekend missed theirs: "The Three Musketeers," produced by Constantin Film and released by Summit, grossed a weak $8.8 million in North America; and "Johnny English Reborn," from Universal, only scraped up $3.8 million domestically.

"The Three Musketeers," which was projected to debut in the low double-digits, was No. 4 at the box office — just behind strong holdover performances by DreamWorks' "Real Steel" and Paramount's "Footloose."

"Johnny English," which Universal had hoped would bring in $6 million to $8 million, was No. 8.

Paramount had conservative pre-release estimates in the $35 million range for "Paranormal 3." Outside the studio, estimates had the film taking in as much as $45 million. Even that would have been enough to make "Paranormal Activity 3" the highest-opening horror film of all time. The franchise's previous movie, last year's "Paranormal Activity 2," grossed $40.68 million in its opening weekend.

The R-rated movie skewed slightly female — women made up 54 percent of its audience, Don Harris, Paramount's president of domestic distribution, told TheWrap Sunday. And he said that while the movie appealed to younger audiences, it pulled in a surprising number of older viewers.

He said that 53 percent of the audience was younger than 25 — down from 60 percent of the "Paranormal 2" audience.

"What you have is a franchise that aged up dramatically, probably due more than anything to good reviews," he said, noting a particularly strong review in Time magazine. "If you play to the same base but you add a bunch of people in their 30s and 40s that you didn't get before, that's how you get to $54 million."

And he said because it's a scary movie — but not a bloody one — it draws women into theaters.

"Franchises like 'Saw,' where there's a lot of blood, girls don't like," he said. "This is very much in the genre of Hitchcock, where it's what you don't see that makes you jump out of your seat."

"Paranormal" had only a C-plus grade from moviegoer survey firm Cinemascore, but had a strong 80 percent rating on Rotten Tomatoes. Henry Joost and Ariel Schulman directed the film, which Christopher Landon wrote. It debuted at 3,321 locations.

It also opened strong internationally, taking in $26 million in 42 markets.

But "Paranormal" alone couldn't prop up the entire box office, and the weekend is down 5 percent compared to the same weekend last year.

The No. 2 movie at this weekend's box office is "Real Steel," in its third week. The No. 3 film is "Footloose," in its second week.

"The Three Musketeers," Paul W.S. Anderson's 3D take on the old story, slid into 4th place with a disappointing $8.8 million, despite its B Cinemascore.

The PG-13 movie was shown at 3,017 locations — 2,400 of which were 3D.

"It's a little bit of a disappointment," Richie Fay, Summit's president of distribution, told TheWrap. "We expected low double-digits and didn't get there."

He said that 55 percent of the gross was from 3D screens and that the audience was evenly split between males and females.

Fay said that 36 percent of the audience was younger than 25.

"It's playing very family," he said. "We've just got to get the families to come."

The PG film, which cost about $45 million to make, bowed at No. 8 domestically, with $3.8 million.

Universal didn't have especially high hopes for it in the United States, but was hoping for at least $6 million.

"Do I wish the U.S. was much higher? Of course," said Nikki Rocco, Universal's distribution chief. "But it's not what the game plan was."

Director Oliver Parker made "Johnny English Reborn" for an international audience. And he got it. The movie, which stars Brit comic Rowan Atkinson, has made a total of $104 million internationally and, Rocco says, is on track to earn $185 million to $200 million.

"It opened September 16th internationally and it hasn't stopped being a great success," Rocco told TheWrap.

Even its North American debut was especially strong in Canada, which accounted for 22 percent of its gross. Usually, Canada makes up about 8 percent of a movie's opening tally, Rocco said.

She said that people who saw it liked it — people younger than 25 gave it a B-plus Cinemascore. Overall, it had a B Cinemascore.

Distributor Freestyle Releasing had a disappointment with "The Mighty Macs." The G-rated movie about a college basketball team grossed only $814,000, according to rival studio estimates. It had hoped for $2 million.